


Redeeming the Witches

by WestOrEast



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Body Modification, F/F, Futanari, Girl Penis
Language: English
Status: Completed
Published: 2019-10-27
Updated: 2019-12-16
Packaged: 2021-01-04 05:54:27
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 10,021
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21192647
Author URL: https://archiveofourown.org/users/WestOrEast/pseuds/WestOrEast
Summary: Being able to fuck the Witch out of Witches wasn't quite what Madoka was expecting when she made a modified contract with Kyuubey. But it feels this good, and it lets her  know she's doing a good job, Madoka just can't help but know that she made the right choice.





	1. Chapter 1

**Redeeming Witches**

Madoka breathed in and out as she stared down at the Witch in front of her. She was a _cute_ witch, a lot cuter than most of them. Madoka had seen all kinds of witches since she had accepted a modified contract with Kyuubey. Some of them were cute, some of them were sexy, some of them were kind of scary. But she hadn’t seen one of them that was as cute as this one right here.

Madoka was uncomfortably aware that she wasn’t as cute as the Witch was. That darn Kyuubey, giving her a little pudgy belly! Everything else went away when she transformed back into a normal girl, but _that_ stayed. And even working out and not eating Papa’s cooking didn’t help!

Oh, and as a modified magical girl, there was also the tail, the red marking on her exposed belly and a pair of racoon ears. And also a big cock and an even larger set of balls. Madoka was often reminded of those. Especially when she was face to face with a cute little Witch like this one.

Madoka felt her cock stir to life and start to rise, pressing against her skirt as she stared down at the Witch. She wasn’t sure what the Witch’s name was, but she was _cute_. Really, really cute. Madoka got a bit harder as she stared. And who couldn’t get aroused staring at such a _cute_ Witch?

The Witch was naked, for one thing, and that was always nice. Madoka ran a pleased eye over the small, barely-there breasts and slender limbs, and, of course, the tiny, white-haired pussy right in between the Witch’s legs. That was going to be a _nice_ taste, and Madoka licked her lips at the thought of burying her face in between the Witch’s legs and having a snack. Later, maybe. There was only one acceptable way to take care of a Witch that had just been humanized. It was a good thing that way was so enjoyable, too.

And then there was her face. That was _really_ cute. And so _innocent_ and youthful! And looking pretty confused, her orange and yellow eyes staring up at Madoka with confusion. And not a hint of all that hate and despair Homura always told her about Witch’s having. It was that lack of hate that told Madoka she was doing the right thing.

“Oh, aren’t you so pretty,” Madoka cooed, running her hand down the Witch’s face. “Such a pretty Witch.”

“Uhhhh,” the Witch moaned, looking up at Madoka. “What’s going on?” She turned around, letting Madoka run her eyes down a _lot_ of white hair. She must have spent a lot of time as a human taking care of that. Also, she had a cute little butt that Madoka wanted to squeeze. “Where am I?” The Witch asked, looking over her Barrier, at the array of oversized sweets coming out of the floor and walls. “Why don’t I have any clothes on?”

“Something bad happened,” Madoka said, stepping up behind the Witch and putting her hands on the slender Witch’s shoulders. “But Big Sis Madoka fixed it!” She stared down at the top of the Witch’s head. “And now I just need to do a little bit more.”

Madoka felt good about this. Getting to do a good thing, putting the Witches back to the way they used to be? It was wonderful. Of course, they couldn’t stay like _this_ for long. Madoka was going to need to help them along a bit. And in _such_ a fun way. Fun for both her and the Witch.

Madoka’s cock was pressing against the Witch’s back. She was almost completely hard by now, her arousal spurred on by how _cute_ the Witch was. She sure was lucky that the modified contract she and Kyuubey had drawn up let her do this kind of thing. It would be _awful_ to have to fight such a cute little girl. Even though her Witch form, that Madoka hadn’t seen, probably wasn’t as cute.

“Eh!” The Witch squealed, jumping around. “What’s that?”

The Witch (Madoka wondered what her name was. She knew she wouldn’t find out until the redemption process was done, though.) jumped around, looking down at the cock pointing at her. Madoka smiled and ran a hand up and down along her shaft. Mm, she was so _hard_. And she needed to take care of her arousal in a way that was so much _fun_. And, and this was important, fun for both her and for the Witch.

“Big Sis is going to use this on you,” Madoka said, taking a half-step forward and pressing her shaft against the Witch’s body, rubbing her hard dick against her belly. “And then you’re going to be like me, a happy, normal girl.”

Well, not exactly _normal_. But a lot happier than anyone could possibly be as a Witch, so that counted. The Witch stared down at Madoka’s cock, and hesitantly wrapped both hands around it. Madoka sighed, feeling the Witch’s fingers and palms covering most of her length. That felt _very_ good. Very, very good. But there were even better ways to make Madoka’s cock feel good.

“That feels nice, Witch-san,” Madoka said, cooing. “But if you move your hands up and down, it will feel even better.”

The Witch nodded, staring down at Madoka’s cock like she had never seen one before. Maybe she hadn’t. She still started giving Madoka a handjob, wrapping her delicate fingers around Madoka’s shaft and stroking up and down, over and over again. Madoka sighed in happiness, loving how nice it felt to have those hands wrapped around her.

“You’re making me feel good,” Madoka said, resting a hand on the Witch’s shoulder and then slowly sliding it down. “So I’m going to make you feel good as well, alright?”

The Witch nodded, still staring down at Madoka’s cock, with its slit pointed right at her face. Madoka was still a long way from her orgasm, so the little Witch wasn’t going to be getting a stick surprise anytime soon. Although she _would_ be getting a different kind of surprise.

Madoka ran her hand down the Witch’s body, pausing to tease a small nipple on a nearly-flat chest. The Witch gasped and looked up at her, but didn’t stop stroking. And Madoka kept on going.

She almost had to lean forward to reach in between the Witch’s legs. But Madoka just barely managed it. And what she found there was so _nice_. A tight little pussy, that had probably never been touched before. Madoka planned to change that. Well, she _needed_ to change that, if this Witch was going to get to become human again. Or something close to it, at least.

Madoka started rubbing against the Witch’s pussy. She liked to think she was pretty good at that. After all, she had a pussy of her own, at least when she was normal (pudgy) Madoka, and not like this. And there were all the other Witch’s she had helped. One or two of them had had cocks, but the rest of them had wet, soft pussies. At least, they did by the time Madoka was done with them.

And this Witch wasn’t going to be any different. Madoka’s skilled fingers started pressing against the Witch’s small folds, stroking and teasing them. Even without being able to see what she was doing, Madoka was sure that she was still having a nice effect on the Witch.

Mostly because she could see the Witch’s face. Her dual-colored eyes got big as Madoka stroked at her folds, gently but swiftly drawing arousal out from them and making her fingers slick. And the Witch even managed to keep on stroking Madoka’s cock.

“Wh-what is this?” The Witch asked in a hushed voice.

“It’s how we’re both going to feel good,” Madoka said with a smile. “You’re going to keep on making me feel good by stroking my cock, and I’m going to make you feel good with this.” She smiled, rubbing one finger against the Witch’s clit. The look on her _face_, so cute! “And then we’ll put them together and feel even _better_. Won’t that be nice?”  
  
The Witch thought things over for a moment, as Madoka kept on teasing her pussy. Then Madoka managed to slid the tip of her finger inside of the Witch’s pussy, and that got a _really_ cute reaction. Her eyes got big and wide, and Madoka saw a shiver run through her entire body, from head to toe and back again. Madoka giggled a bit, not quite believing just how _cute_ this Witch was. And she’d be just as cute once she was saved and could leave her Barrier behind forever.

“Big Sis,” the Witch moaned, as Madoka’s finger started to get coated in arousal, “I feel,” she breathed in deeply, slender shoulders rising and falling, “funny inside!”

“Nice and warm and wet?” Madoka asked. “Kind of like you need to use the bathroom?” The Witch nodded, her youthful face full of worry and pleasure. “Don’t worry,” Madoka said, leaning forward to plant a kiss on the Witch’s face, “that just means you’re ready to feel even _better_.” Madoka drew her finger out of the Witch’s pussy and glanced down at it. It was _covered_ in arousal. “Come with me.”

Madoka led the Witch over to where a giant fudge brownie jutted out from the wall. It was a lot more comfortable to sit down on than Madoka would have guessed. She wiggled a bit, fluffing her tail to get comfortable. Then she reached forward and brought the Witch over to her, lifting her up so she was sitting on Madoka’s lap.

Madoka’s hands went right down to the Witch’s butt, holding her close against Madoka’s body. Of course, that meant that Madoka’s dick rested against her stomach, pressing against her soft skin. It felt nice, though there was somewhere _far_ better feeling very close by.

“Big Sis is going to make you feel good, alright?” Madoka said, giving the small, tight butt a light squeeze. “It might feel a bit tight or hurt just a little bit.” There was a flash of worry in the Witch’s eyes. “But it will still feel good, and then the pain will go away,” Madoka said reassuring her.

The Witch hesitated for a second, and then nodded. Madoka smiled down at her, and then lifted the Witch up a bit. She was small enough that Madoka’s fingers could rest on her thighs, and still just barely be able to brush against the Witch’s pussy. Good, she was still nice and wet.

Madoka adjusted her cock and rested it right against the Witch’s pussy. She could feel the arousal trickling down around her head. She looked down at the Witch’s face. There was worry there, but also a lot of lust. Madoka hoped that soon there would be nothing but lust. After all, sex felt so _good_, who could ever want anything but pure pleasure while it was happening?

“Just relax,” Madoka whispered, smiling at the Witch. “It will be alright.”

A bit of tension went out of the Witch’s shoulders. Madoka shrugged. That was as good as she was going to get, she supposed.

And then Madoka gently pressed the Witch down onto her cock. There was a bit of resistance at first, as the Witch’s body refused to let Madoka’s shaft slid into her pussy. But then it happened. The Witch made a _very_ cute sound, and her eyes crossed as the shaft slid into her. Madoka kept on stroking the Witch’s shoulders and arms, even as she felt a surge of lust run through her as well. Wow, the Witch was tight. Really, really tight. But she should still be able to take Madoka’s cock.

“Oh!” The Witch moaned, as she went down another centimeter or so. “It’s big! It’s really big!”

There was a slightly urgent note to her voice, and Madoka frowned. That was no good. She should be loving what was happening to her. Well, she would.

“Don’t worry,” Madoka said, gently circling the Witch’s clit with one finger. She could feel her own cock pressing against her finger on every rotation. “You can take it.” She leaned her head forward. “I’m sure a wonderful girl like you can do this, can’t she?”  
  
Madoka sealed the deal with a kiss, pressing her lips firmly against the Witch’s. It felt nice to kiss a Witch. Actually, it felt nice to kiss anyone. Madoka had discovered that months ago at the sleepover with Hitomi and Sayaka. But it felt _especially_ nice to kiss someone when you were going to get to fuck them.

The Witch sunk a bit lower down on Madoka’s cock. Madoka felt a shiver run through her body as she felt the tight, wet walls squeezing down around her. Oh, the Witch felt so _nice_. So nice and tight. Madoka’s fingers dug down into the Witch’s skin, and she forced herself to let go before she squeezed too hard. Pain wasn’t fun at _all_.

The Witch’s own fingers were digging into Madoka’s upper arms, but she didn’t comment. After all, the Witch had to be feeling _very_ strange right now. If she was clinging on kind of tightly, so what? Soon enough, she’d be enjoying what was happening to her, and wanting more, just like every other Witch Madoka had fucked.

Madoka’s tail was swishing behind her, sweeping back and forth. The fluffy racoon tail batted against the wall from time to time, but it wasn’t going hard enough to actually _hurt_. In fact, Madoka barely paid any attention to it, focusing more on how good it felt to have a nice, tight pussy wrapped around her cock and slowly sliding down it.

“I know how strange this must feel,” Madoka said, looking down at the Witch’s face, “but pretty soon, it’s going to feel nothing but _good_.” She smiled. “Trust me.”

The Witch looked up at her with a worried expression. But Madoka could still feel how wet she was, how she was leaking around Madoka’s cock, the strands of arousal running out of her. Madoka nodded in contentment, and kept on letting the Witch slowly slide down her cock. Sooner or later, the Witch was going to be feeling nothing but pleasure.

Madoka already was feeling not much else besides pleasure. The Witch was so _tight_, squeezing down around Madoka’s pussy in such a wonderful way. Madoka shivered, feeling the hot, wet walls wrapped around her cock. She sure was lucky to get to do this with such a cute Witch.

Madoka ran a hand down the side of the Witch’s face. She had gotten pretty good at figuring out how good Witches felt as she fucked them, and she thought this Witch was just about to hit the tipping point, turning over a lot of pleasure and a bit of pain to pure pleasure. And it would be so _nice_ to see that when it happened.

Madoka helped it along a bit, by reaching underneath the Witch again and rubbing her clit and stroking her outer lips. Her finger came away sticky, but it also made the Witch gasp and shake, her eyes getting wide as she stared at Madoka.

“Good,” the Witch whispered, her voice so quiet that Madoka could barely hear her over the sound of her own beating heart. “It feels good, Big Sis.”  
  
“I’m glad,” Madoka said. “Let’s see just how good it _can_ feel, okay?”

The Witch nodded, and Madoka started to lift the Witch up and down. After the first few strokes, the Witch got into the swing of things, and started riding Madoka’s cock. Good thing, too, because Madoka’s arms were starting to feel a bit weak.

The Witch’s breasts were too small to bounce, which was a bit of a pity. It was so _nice_ to watch bouncing boobs as a Witch (or girl) rode Madoka’s cock. But she wasn’t going to complain. She was just going to keep on watching and helping this Witch become a person again.

The Witch’s grip had relaxed a bit, and her trimmed fingernails weren’t digging into Madoka’s arms anymore. There was a cute look of concentration on her face as she rode up and down along Madoka’s shaft. Madoka was loosely resting her hands on the Witch’s hips, letting her do all the work. After all, Madoka was certain she was going to cum no matter what, so she might as well let the Witch find what pace worked best for her.

Madoka lifted one hand and ran it around the Witch’s nipples. They were so _cute_. Well, cute described everything about this Witch, obviously. But these cute little nipples that made the Witch squeak as Madoka played with them were _extra_ cute.

It was just a pity that the breasts were so small. Madoka liked small breasts, but these went _beyond_ small to miniscule. Oh well, Madoka supposed in a few years that they would look nice and proper. And, of course, big breasts on a body this small wouldn’t look right _anyway_. Much better to keep something nice and tiny while the rest of the Witch was _also_ nice and tiny.

“I feel so good,” the Witch moaned, looking up at Madoka with lust-fogged eyes. “Big Sis, your thing feels so…” the Witch moaned, letting her head fall down and resting against Madoka’s chest. “It’s so hot and I feel so nice inside!”

“That’s good,” Madoka said with a big, completely sincere smile. “Let me know just how nice it ends up feeling, okay?” She patted the Witch’s cheek. “If it feels like you’re really _tight_ inside, like you’re about to pee, tell me, okay?”  
  
Part of that was because Madoka needed to know when the Witch would cum. The rest of it was because it would be so _nice_ to listen to another girl (even if she was a Witch) announce that she was about to cum. It was something Madoka never got tired of hearing.

The Witch nodded, her white hair bobbing up and down. And the rest of her bobbing up and down as well as she slid up and down along Madoka’s cock. She sure was tight. Madoka felt a guilty shiver run through her, knowing that nobody had ever fucked this Witch before, and that she was getting to feel something that was so _tight_ and wonderful around her.

Madoka’s hands went back down to the Witch’s ass. It was a very cute ass, so very small and tight. Madoka let her hands really _dig_ into it, squeezing and groping it and doing all kinds of things to it. She wondered if the Witch would be up for anal. The thought of getting to fuck the tightest hole on an already tight girl sent a shiver through Madoka’s body and put a smile on her face. Wouldn’t that be great, getting to feel something so tight wrapped around her? And getting to look at the Witch’s face as she felt herself get hollowed out by Madoka’s cock?

“Why are you looking like that, Big Sis?” The Witch asked, a puzzled note in her voice.   
  
“Oh, I was just thinking of how nice you are,” Madoka said, patting the Witch on the head. “How cute and sweet you are.”

The Witch nodded, and lowered her gaze a bit. Madoka realized she was staring right at Madoka’s chest. Madoka’s own boobs were moving around a _bit_, though not by much. Not like some of the more blessed girls and Witches Madoka had met. The way some of them moved around, it was a real treat.

Although having such a small, innocent, youthful Witch sliding up and down her cock was amazing as well, and something that Madoka wasn’t going to give up at _all_. Not until she came, at least. After both the Witch and Madoka had cum, obviously then it wouldn’t be Madoka and the _Witch_, would it?

“Oh, I feel funny inside!” The Witch yelped, resting her hands on her stomach. “Like, like,” she stared down at her stomach, moaning and shaking.

“You’re cumming,” Madoka said, loudly and cheerfully. “You’re cumming, Witch-chan!”

Madoka could have told that even without the Witch squeezing down around her. The way her pussy had gotten so _tight_, and so wet, it was really, really obvious that she was cumming. And it felt so good. For the Witch, obviously, but Madoka loved the sensation of the Witch’s walls squeezing around her, making her feel so _hot_ and hard and pushing her closer and closer to her own limit as well.

“It feels so good!” The Witch squealed, looking down at her belly and shivering. Madoka smiled down at her, and made sure that the Witch kept on fucking herself on Madoka’s cock. “Big Sis, Big _Sis_!”

The Witch fell against Madoka’s body, wrapping her arms around the pink-haired girl in a hug that she was barely able to manage. Madoka could actually feel the Witch’s heart beating, pounding in her chest as she got to feel her very first orgasm _ever_. And Madoka was so happy that she got to be the one to make it happen.

The Witch was still riding Madoka, sinking up and down along her cock. Madoka smiled. It was always nice to find a Witch that was so horny that she could keep on going straight through her orgasm, wanting _more_, wanting more sex. And, in time, when she realized that Madoka was feeling just as good from this, the Witch would probably want to make Madoka’s pleasure last just as long. Most of the Witches were considerate like that. And not just to Madoka. Madoka had seen three different pairings, threesomes and orgies where all the girls involved were focused on making each other feel as good as possible, for as long as possible. It sure was a nice change from how they had been as Witches.

“It’s still so hard,” the Witch said, pushing herself back a bit to look down at her crotch and then up at Madoka. “Is it always going to be like this, Big Sis?”  
  
“Nope,” Madoka said with a big smile, running a hand down the Witch’s side. “Pretty soon, I’m going to feel just as good as you did a second ago. Then I’m going to make you feel even _warmer_ inside.” She ruffled the Witch’s hair. “And won’t that be nice? The two of us together like that?”  
  
The Witch nodded. There was an _adorable_ look on her red face right now, all pinched and flushed and wide-eyed. Oh, Madoka just wanted to hug her close and never, ever let go. Just like she had with the last Witch, the one who had even bigger boobs than Mami. Or the Witch before that, who pulled off the _moe_ look so well that Madoka thought her heart was going to stop from cuteness overload.

Actually, Madoka couldn’t think of a single Witch she hadn’t liked. And hadn’t cum in. And she hoped that trend continued! Walpurgisnacht was arriving in two weeks, and Madoka was going to need to be at the top of her lovemaking potential to satisfy the dozen Witches that would pop out of it once it came.

Madoka’s fingers dug into the Witch’s butt and lifted her up and down a bit faster than before. Madoka could feel her orgasm approaching, and needed just a little extra bit of stimulation. She moaned, and the Witch squeaked, as she shoved her cock as far into the Witch as she could, stuffing the cute girl full of dick.

Madoka’s cock was starting to twitch inside of the Witch’s pussy. Madoka made sure to angle the Witch’s hips a bit as she rose up and down, so that the wet, warm, soft pussy would press down on Madoka’s cock in different ways. It was _exactly_ the kind of thing Madoka needed to finish herself off, adding a bit of rolling motion to the Witch’s up and down movements.

Madoka brought the Witch up, and then pulled her _all_ the way down, as far as she could go. And with the flexible anatomy all Witches had, that meant that Madoka only stopped when the bottom of the Witch’s thighs were pressed against the top of Madoka’s own. Both Madoka and the Witch gasped, feeling every last centimeter of Madoka’s cock buried inside of the tight walls of the Witch.

And that was as much as Madoka could take. It just felt so _good_, and there was no way for Madoka to stand even a second more of the wonderful feeling. She was going to cum, and there was no way to stop it or to slow it down. As if Madoka wanted _that_ to happen.

“I’m going to cum now,” Madoka said eagerly, looking down into the Witch’s eyes. “You did such a good job!”

Madoka moaned as she came. It felt good. It felt so, so good to cum. To unload the semen that had built up inside of her balls, to pump every last drop of it into a tight, waiting pussy that _needed_ her cum. Madoka’s head rocked back, and she almost hit her head against the wall. Then she looked down at the Witch.

The Witch’s eyes were crossed, and her hands were resting on her lower tummy, squeezing down as she felt a lot of cum getting pumped into her all at once. Madoka winced. She probably should have actually warned the Witch that this was going to happen. Well, too late now, so the Witch would just have to deal with it. And it did seem that she was doing a pretty good job, given how slumped and relaxed she looked.

Madoka kept on cumming. She only had second-hand information to go off of, on how much semen a man made. But she thought she came a lot more than men did. She was _really_ filling the Witch up. She could feel some cum trickling out of the Witch’s pussy and running down Madoka’s thighs. And she _still_ thought she could see the Witch’s stomach bloating a bit as she got stuffed.

“Feels,” the Witch murmured, clutching her stomach and rocking back and forth. “Feels so funny, Big Sis.”  
  
Wow, Madoka never got tired of being called that. Whether it was from her brother, or this Witch, it just sounded so _nice_ to have a sweet voice call her that. Madoka smiled and ran her hand down the Witch’s cheek.

“I know it feels funny,” Madoka said. “But look at you!”

The Witch started to look at her. Madoka giggled. The Witch wasn’t looking in the right place, but Madoka was. She wondered how long it would take for the Witch to notice.

Madoka’s cock slid out of the Witch’s pussy, and Madoka heard a _plop_ as a whole bunch of semen fell out of her and hit the ground. Now that she was freed from Madoka’s cock, the Witch slowly crawled off of Madoka’s lap, still looking over her body. She still wasn’t looking at the top of her head, even though Madoka was. After all this time, Madoka knew just where to check for the first signs of a Witch turning.

Madoka sat back and watched the changes wash over the Witch. There was a big, _big_ smile on her face. She was so _happy_. Another girl had been saved from being a Witch. Was there a better feeling in the world than knowing she had done a good job like this? Madoka didn’t think so.

The Witch (and Madoka was also happy to finally get a name to refer to her with) was rubbing her head, as a cute pair of mouse ears popped out from her white hair. And behind her, Madoka could also see a mouse tail starting to twitch back and forth.

The Witch had already looked super cute. But now she looked even _better_. Madoka felt her slick cock start to twitch as she stared down at the Witch. Maybe once she was human again (or as close to it as she was going to get), she’d like to have a celebratory fuck to mark becoming a person again.

“Wh-what?” The Witch squeaked, reaching up and rubbing her new ears in a very cute gesture. “What is this?”  
  
“Sorry,” Madoka said, leaning in for a quick kiss on the cheek. “But it’s the only way the magic will let you be a person instead of a Witch.” Another little thing Kyuubey hadn’t mentioned. _Maybe_ he hadn’t known, but Madoka doubted that. “But you are a person now, right? With a name and everything?”  
  
“Of course I have a name, Big Sis!” The former Witch said, looking a bit pouty. “It’s Nagisa!”

“And that’s a _very_ cute name,” Madoka said, reaching up to stroke Nagisa’s ears. “And there’s a lot of people that are going to want to meet you.”  
  
All of them former Witches, in fact. And all of whom were dog girls or cat girls or horse girls or something even more exotic. (Madoka was pretty sure that one girl was lying to her when she said she was part Chupacabra.) They’d all take _very_ good care of Nagisa. And good care of Madoka as well, in pretty much the same way. Bringing a new Witch back was the perfect reason to have an orgy, after all!

“Let’s get out of here,” Madoka said, reaching down and taking Nagisa’s hand. They were both completely naked, but oh well. “And get you to your new home.”

“Okay,” Nagisa said, nodding her head in a _very_ cute gesture. Oh, Madoka was going to love her.

Just like she loved all of the girls she had rescued. And they all loved her back. It felt so, so good to know that Madoka was being part of something so _wonderful_.

That she was finally being useful.


	2. Chapter 2

**Saving Magical Girls Chapter Two**

Madoka smiled at Mami. She was glad that she was getting to be with one of her friends. It was _so_ much better than doing this with a Witch, after all. She _knew_ and loved each and every one of her friends. Madoka cared about saving the Witches, of course, but even Madoka had limits on her heart, and there was only so much love she could give. She _knew_ her friends, knew what they liked and what they didn’t.

And here she was, saving Mami. When Madoka was done with her blonde friend, there wouldn’t be Mami the magical girl anymore, who was always just a few bad days away from a horrible, horrible fate. Nope, there was going to be Mami the animal girl, who wouldn’t need to worry about grief seeds and soul gems and all of the things that could mess with her.

And was there any reason not to get started on this as soon as possible? Madoka didn’t think so. She should just go and press her dick up against Mami right now, and let the healing begin.

“Good morning, Madoka,” Mami said, giving Madoka a big, bright smile that made Madoka’s heart pump faster in her chest. “I wasn’t-oh!”

Madoka swung Mami’s apartment door closed behind her. And then she pressed her body up against Mami’s. And that was a _nice_ body to be pressed up against. Mami was so soft and warm and pretty. Madoka could feel her dick starting to harden as she rubbed herself against Mami.

“Oh, Madoka,” Mami squeaked, a blush running across her cheeks, “I, what are you doing?”  
  
“I’m here to help you,” Madoka said, looking up and giving Mami a cute smile. “I just need to fuck you and everything will be better.”

“You just need to…” Mami said, before trailing off. “What?”

“I’m going to fuck you,” Madoka said cheerily, her dick hardening against Mami’s leg. “And I’m going to make sure that you end up lovely and happy!”

“Wait, wait,” Mami said, stumbling backwards and trying to get out of Madoka’s grip. Madoka didn’t allow that, and kept on hugging her wonderful mentor. “Why, who, what?”

Madoka reached down, just long enough to unhook her skirt and pull down her panties. They only went down to her lower thighs, which made walking pretty difficult, but it did free Madoka’s dick. And that meant that Mami could start to get a proper whiff of Madoka’s scent. And it was a pretty powerful smell, too, one that really had a strong effect on people.

“Wait, Madoka,” Mami said weakly, trying to wiggle out of the grip Madoka had around her back, “I’ve always thought highly of you, but I don’t, oh, think that we should just do something like this right away.”

“Of course we should,” Madoka said, nodding her head and feeling her dick rubbing against Mami’s bare leg. It felt _nice_. “The sooner I can do this, the sooner you can be _safe_.”

“Safe from-wagh!”

Both Madoka and Mami fell to the ground as Mami backed into a corner. Madoka ended up on top of Mami, her face pressed down against Mami’s boobs. It felt _nice_. She had never gotten to feel Mami’s breasts before, not even when they had gone to the swimming pool together and she had gotten to see Mami’s bare boobs as the blonde girl had changed into her yellow and cream bikini. Even through Mami’s blouse and bra, they still felt _great_.

“Ow,” Mami whimpered, rubbing the top of her head. She only noticed that Madoka was still on top of her as Madoka lifted her head up from Mami’s chest. “Madoka, really, you’re acting,” Mami took a deep breath, and Madoka noticed that her cheeks were getting red, “I don’t know how to describe how you’re acting, but it isn’t the way you should be.”

“No, no,” Madoka said, shaking her head and hoping that she could keep Mami pinned down. Her friend was quite a bit larger than her and her pheromones would have to be working overtime for them to take effect. “Why shouldn’t I be doing everything I can to save my friends? And every other magical girl and witch around?”  
  
“Wait, what?” Mami asked, blinking and staring at Madoka with a funny expression on her face. Oh right, Madoka hadn’t explained this to Mami or anyone else yet. Well, it would take too long to explain. Also, Madoka was too horny. “What are you… is that a…” Mami went bright red, “_penis_?”

“Yes,” Madoka said, nodding and twitching her hips back and forth a little bit, sliding her cock up underneath Mami’s skirt. The soft skin and thick thigh felt great, and Madoka was sure that the same held true for every bit of Mami’s body. “And I know it makes other girls feel really good!”  
  
At least, the half dozen or so witches turned animal girls that Madoka had tried it out on so far didn’t have any complaints beyond it not lasting long enough. So that was pretty much the same thing, right? Madoka thought so.

“Madoka,” Mami moaned. Madoka noticed that her voice was getting huskier and lower and that the blush on her cheeks was even larger, “this is so wrong,” she closed her eyes and shivered. “I’m supposed to be a mentor for you girls and teach you how to do the right things and, and…” she took a deep breath, “not get distracted by how cute you all are and…”  
  
“You can keep on being our reliable senior afterwards,” Madoka said with a wide smile as she decided that she was going to win this. “This will only take an hour or so,” today at least, because Madoka _would_ be fucking Mami again if the blonde girl would let her, “and then you can keep being cool and amazing for us.”  
  
“I, I shouldn’t…” Mami said, biting her lip and looking off to the side.

Madoka lifted herself up and went forward, just a little bit. Just far enough for Mami to get a better look at her cock. And a better _sniff_ of her cock. Madoka could tell that it worked. Mami breathed in deeply, and a wonderful look spread across her face. All of a sudden, Madoka’s friend looked so… _ready_.

“Well, maybe,” Mami said, shifting around underneath Madoka and not really trying to push her off anymore. “I can…” Mami took a deep breath, and Madoka noticed how it made her chest rise and fall, “I can help you out, Madoka.”  
  
“I’ll be helping _you_, but sure,” Madoka said cheerily, glad that she was going to get to make Mami _better_ than a magical girl. “Can we go up to your bedroom?”

“I, yes,” Mami said with another shiver. “Yes, that sounds good.”

Madoka realized, sadly, that she would have to get off of Mami’s body to make that happen. She sighed deeply, but did so, lifting herself upwards. And also moving forward enough that her hard dick waved around right above Mami’s head. She could see how Mami’s gaze followed it, and how her blonde friend swallowed deeply at the sight.

Then Madoka was standing on her feet, stretching as she helped Mami up. Mami was still blushing a bright red, not quite looking down at Madoka’s dick, and instead focused on clearing her throat and twitching her clothes back into position. Madoka thought that was a bit of a waste of time, since they would be removed so soon. But she didn’t say anything.

“This, this way,” Mami said, turning around, face red, and starting for the staircase that led to her bedroom.

Madoka followed several steps behind her. Far enough behind her that Madoka could get a good view of Mami’s ass working from side to side through her skirt as her friend climbed the stairs. That helped to keep her cock as hard as a rock, especially with the hand Madoka ran up and down along it as they went.

Madoka had been inside Mami’s bedroom a few times before. But never for anything like this. She was a bit worried, but she was familiar enough with the witches she had helped convert that Madoka didn’t think it would be too unusual. Beyond knowing stuff like Mami’s name and her favorite tea and what a wonderful person she was, of course.

And now here she was with Mami, and Madoka was so _excited_. And a little bit nervous, but mostly she was just eager to fuck her friend. Fuck Mami long and hard and make sure that Mami felt great afterwards and everything was _perfect_.

Mami was ready to get fucked as well. When she turned around, Madoka could see how Mami was rubbing her thighs together and looking off to one side. Madoka had to smile at that. It was cute. And she was sure that Mami had a ton of other cute things to show off to Madoka. Like the color of her bra, just for instance.

And Madoka was ready to see those things. She had kicked off her panties on the way up here, so all that was really left was jumping forward and pressing Mami down to the bed. Madoka did just that, and smiled as she looked down at the beautiful girl underneath her. She wondered what animal Mami was going to turn into. Madoka had a pretty good guess, but there was always the possibility of something else.

Well, she might as well get to work finding out. Leaning forward, Madoka pressed her lips against Mami’s. Mami moaned at that, twitching and pressing upwards, pressing her body against Madoka’s. That felt _great_. Madoka wanted to feel it happen again. So she slid her tongue into Mami’s mouth.

“M-Madoka,” Mami moaned, looking at her with wide eyes. “How, how is this happening.”  
  
“I can explain later,” Madoka said. “Want to kiss again?”  
  
Mami blushed and nodded. So Madoka leaned back down for another kiss, firmly pressing her lips against Mami’s. It was just as great the second time around, and now Mami was starting to get into the swing of things. She was rubbing against Madoka a bit, and her hands were gliding up and down along Madoka’s back.

Madoka’s own hands were busy trying to undo the buttons on Mami’s blouse. Her fingers felt so clumsy, for some reason, and it was more difficult than it should have been to get them undone. Finally, Madoka gave up and used all of her strength to just rip the shirt open. The blouse still put up more resistance than it should have, but it was finally torn open, buttons scattering out to the sides and revealing Mami’s torso.

“Why, Mami,” Madoka said, not feeling as shocked as she possibly could have, “That’s quite an interesting bra you have.”  
  
Mami blushed _hard_ and tried to cover her chest with her arms. Madoka put a stop to that, staring down at Mami’s chest. And the bright yellow, low-cut bra that showed off a lot more of Mami’s boobs than Madoka would have guessed that the other girl would have shown off. Not that Madoka was complaining.

Instead, she leaned forward, licking her lips as she stared. Mami fidgeted around a bit, blushing and looking off of the side. But she didn’t actually pull away. And Madoka took advantage of that.

She reached up and grabbed Mami’s boobs. They felt _great_, feeling that soft silk and even softer skin underneath her hands. Madoka sighed in happiness as she massaged Mami’s chest. Mami made some really cute sounds as she did so, blushing beautifully.

Madoka was as hard as a rock and she was making some sounds of her own as she touched Mami. She needed a lot more than just _touching_. She needed to fuck Mami. And Mami would need it as well.

Using all of her strength, Madoka managed to push Mami backwards, making the blonde girl squeak as she fell. Madoka stayed on top of her, and started humping back and forth, rubbing her cock against Mami’s thighs, sliding ever upwards. It felt good, and Madoka knew that there was something even better waiting for her.

“Ma-Madoka,” Mami moaned, her voice as sweet as honey. “How are you making me feel this good?”  
  
“Practice,” Madoka giggled as she reached down and pulled Mami’s panties to the side. “And I can get some more practice in with you, as often as you like.”  
  
Mami gasped as Madoka’s fingers rubbed against her pussy. Madoka had _known_ that Mami would be getting wet, but she still hadn’t expected Mami to get this wet, this fast. The older girl was _soaked_, and Madoka could feel the arousal clinging to her fingers.

Madoka thrust her hips back and forth, trying to find the right way to get her dick to slid into Mami’s pussy. It was made harder than it needed to be by the way Madoka refused to lean back enough to look down and actually pay attention to what she was doing. Instead, she kept on kissing Mami and playing with her large breasts.

And then, finally, Madoka managed it. She slid inside of Mami and it felt so _good_. Both of them moaned as Mami’s tight, untouched, wet walls wrapped around Madoka’s cock. Mami’s eyes went wide, staring right into Madoka’s. Her lips formed a perfect O, and her entire body, from head to toe, shook. It was so amazingly hot, just like everything else about Mami. _Especially_ her pussy.

“Madoka,” Mami moaned, her voice filled with different emotions. “Madoka, you’re,” she breathed in deeply, “I can’t believe you’re actually inside of me.”  
  
“I can,” Madoka said with a girlish giggle. “And it feels so good, right, Mami?”  
  
Mami blushed, but nodded. Then she squeezed down, just a bit, around Madoka. Madoka wasn’t even sure if Mami had meant to do that, but she had. And it had felt _good_.

Madoka started to thrust in and out of Mami’s pussy, slowly sliding back and forth. Every stroke felt great. No, more than great. _Divine_. Absolutely amazing in every respect.

Madoka breathed in and out as she fucked Mami. Mami was twitching around underneath her, gasping and cooing as she was filled with cock. The look in her eyes was so _wonderful_, and Madoka loved it almost as much as she loved the feeling of Mami wrapped around her.

“I, I,” Mami said, gasping for air, “I didn’t think that it would feel this good.” She closed her eyes and shivered from head to toe. “I didn’t think that _anything_ could feel this good!”  
  
“I know,” Madoka said, nodding her head quickly. “Sex is just the best, isn’t it?”  
  
Mami was getting wetter and wetter around Madoka’s cock as the blonde girl was fucked. Madoka kept a close eye on Mami. She had never fucked a magical girl before, so she wasn’t sure if the changes would be different than when she was taking care of a witch.

So far, at least, Madoka couldn’t see any changes. But if Mami was going to turn into the type of animal girl that Madoka thought she would, then she probably _wouldn’t_ at first.

Oh well, even if the changes only came on all at once, it still felt amazing to fuck Mami. So Madoka kept on doing that, bringing her hips back and forth to drive her dick in and out of Mami’s wet, tight folds. And it kept on feeling so, so good.

Madoka licked her lips as she looked down at Mami. She was feeling so _hot_ all of a sudden. Frowning, Madoka tried to wiggle out of her blouse without having to actually slow down her thrusting in and out of Mami. After all, a wonderful pussy like Mami’s was the kind of thing that should be enjoyed to its fullest extent.

“H-here, let me,” Mami said, her voice rising and falling as she reached up to pull at Madoka’s blouse. Her fingers were shaking, but she still did a better job of it than Madoka had.

In just a few seconds, Madoka’s shirt was getting tossed into a corner. And now all Madoka was wearing now were her socks and her bra. And the socks, obviously were going to be staying on, because of how cute they looked on her.

Undoing her bra took even more effort than removing her shirt had taken. Madoka frowned, and was forced to actually slow down, and then stop entirely, as she fiddled with the hook behind her back. Mami moaned, and Madoka felt like moaning in sorrow as well.

But when she bothered to actually concentrate, it only took a bit of work to get her bra free and sliding down her shoulders. And then Madoka tossed it after her shirt, giving Mami a bright smile as she did so. Then she reached down, grabbed Mami’s hips and started to fuck the larger girl again, just as hard as she had before.

And it felt just as good as before. Mami made all kinds of sweet sounds and Madoka made a few of them herself as she watched Mami’s body move as she got fucked. Mostly, that meant watching her breasts jiggling inside of her bra.

Madoka licked her lips, and then went back to fucking Mami. Mami sure felt _amazing_. Madoka hoped that Sayaka and Kyouko and Homura would all feel just as good when it came time to help them as well. But even if they didn’t, Madoka was still going to fuck them, because that was just what friends did for each other! They helped one another out, no matter the situation!

“M-Madoka,” Mami moaned, her hands coming up to grab onto Madoka’s thighs, “I think I’m going to-!”

Mami’s face went beet red and she slapped her hands over her mouth. Madoka grinned. She was probably able to guess what Mami had been about to say. But it was so _funny_ to see Mami getting embarrassed at a time like this! She really did have some amazing friends.

Also, Mami was cumming, which was exactly what Madoka had thought was happening anyway. Madoka shivered as she felt Mami suddenly get so _tight_ around her dick, the blonde’s pussy squeezing down tightly around her shaft. It felt amazing, and Madoka was forced to slow down as Mami really _squeezed_.

And that wasn’t the only thing Mami was doing. She was thrashing around underneath Madoka, her back lifting off of the bed as she gasped and moaned and whined. A whole host of sounds that never quite became words fell from her lips, and Madoka drank up every one of them.

It took a long while for Mami’s orgasm to die down. And even when it did, her pussy was still tight and wet and hot. So Madoka started thrusting into Mami again, smiling down at her.

“Did that feel as good as it looked?” Madoka asked, patting Mami on the stomach. “Because it looked _amazing_.”  
  
Mami, somehow, went an even brighter red than before. She turned her head to look to the side, a guilty look passing over her face. Madoka frowned a bit, seeing that.

“Oh, come on, Mami,” Madoka said cheerily. “How could something that feels this good be bad for you?” Madoka wiggled her hips around a bit inside of Mami, letting the blonde feel some more stimulation as Madoka’s cock moved against her in different ways. “And we’re both making each other feel this good.”  
  
Mami wiggled around a bit, some different emotions passing over her face. Finally, she nodded.

“Yes, Madoka,” Mami said with a sigh. “It does feel good. It _did_ feel good.” She blushed some more and wiggled around. “I really liked it.”  
  
“There, see?” Madoka said, the cheer in her voice a bit forced. Her own orgasm was coming up, and she was focusing on that wonderful feeling. “And we can keep on feeling this good, too!”  
  
Mami nodded and took a deep breath. Then she started pushing back against Madoka. Madoka felt like cheering as Mami rocked against her. This was even _better_ when the other girl was taking part in this! And it was really good all on its own.

Madoka’s hands went down Mami’s body, her fingers gliding past the waistband of Mami’s panties. Then she was grabbing onto one of Mami’s thighs and lifting it up. Mami squeaked and giggled and went red as her leg was lifted up into the air, and then draped over Madoka’s shoulder. But when she felt how _good_ it felt to have Madoka thrust into her from this new position, she didn’t have a thing to say. She just moaned and let her head fall backwards against the pillow.

As Madoka thrust into Mami, she ran her eyes over her friend’s body again. That was _never_ the wrong call, obviously, but this time Madoka was looking for any signs of changes. And she wasn’t seeing any. Hhm, maybe they would only take effect when Madoka came inside of Mami. Well, there was an extremely enjoyable way to find out!

Madoka kept on thrusting into Mami, watching the blonde jiggle and wiggle. It was _such_ a hot sight, and Madoka felt so lucky to be the first person to get to see it. And, of course, there was the way that Mami was wrapped around her cock. That felt good. That felt _really_ good, and Madoka was going to cum soon becaue of it.

“H-hey, Mami,” Madoka moaned, looking down at her friend. “I’m,” she swallowed and smiled. “I’m going to cum soon, alright?”  
  
Mami blinked up at her, and for a minute, Madoka wondered if Mami understood what she was being told. Then Mami gasped and looked down at her crotch.

“Cum?” Mami squeaked. “Inside of me? But, but, I could-.”

“No, you won’t get pregnant,” Madoka said, shaking her head and smiling. “If you could, I’m sure that all those Witches I fucked would have gotten knocked up already!”  
  


A look of extreme confusion passed over Mami’s face. Oh right, Madoka hadn’t told her about that. Well, it was too late now. Madoka was far too close to the edge to come back now. She was going to cum inside of Mami’s pussy, and there was no way on earth anyone or anything was going to be able to stop her.

Madoka panted as she sped up, forcing her hips back and forth, driving her dick in and out of Mami’s pussy. It felt good. It felt _so_ good and Madoka started to pant as she felt the pleasure washing through her. Any second now, she was going to cum. She was so close to the edge.

“Oh yes!” Madoka squeaked as she thrust forward.

And that was that. Madoka was cumming. And it felt just as good as she had expected it to.

Madoka’s cock twitched inside of Mami’s pussy. And then she started to cum, semen flowing out of her dick and into Mami’s folds. And there was a _lot_ of semen. A whole lot. Mami was quickly filled up with it, and Madoka kept on cumming.

Mami’s eyes rolled up in her head, and Madoka wasn’t sure if her friend was cumming, or simply getting overwhelmed with the stimulation. Either way, it looked hot, and Madoka still had a few more spurts left in her.

They were forced out as well, and then Madoka was forced to lean forward as the energy ran out of her body. She pulled her hips back, and a small river of semen came trickling out of Mami’s pussy, thick and white and sticky. It was _really_ hot, and part of Madoka wished she had more time to pay attention to it. Because she had more important things to look out for right now.

Okay, _now_ the changes were starting. They were moving really fast. Madoka panted for breath and felt her heart beating in her chest as she stared down at the beautiful older blonde girl underneath her. She kind of wished she was recording this, so she could watch it later, when she was better able to focus.

Mami was twitching around, gasping and eyes growing wide as the sensations rolled over her. She actually looked kind of frightened.

“Don’t worry, Mami,” Madoka said, reaching down and taking Mami’s hand, patting it. “Everything’s going to be alright. You’ll see.”  
  
There were horns growing out of Mami’s head, poking up through her hair. Cow horns, too, with a nice curve to them.

A bit further back, a pair of white and black cow ears were appearing. Though nothing was happening to Mami’s regular ears. Madoka had a passing thought about how weird that was, then dismissed it as utterly unimportant. Not with everything else that was happening.

Like Mami’s tail. Madoka could see it growing and starting to twitch back and forth, the… there had to be a better word for the thick end of the tail, but Madoka couldn’t come up with it. Whatever it was, it was beating against the bed, sticking out. Madoka wondered how nice it would feel to run her hands up and down along it, and what _Mami_ would feel as that happened.

And, of course, and most importantly of all, there were Mami’s breasts. Her big, amazing breasts. And they were getting even _bigger_. Madoka’s jaw dropped as she watched them start to swell. They were straining against Mami’s bra, and Madoka shifted around as she discovered a fetish she hadn’t even known she had.

Then the bra broke. The strap connecting the cups gave out, and the yellow bra slid off of Mami’s boobs, falling down on either side of her chest. And the sight of Mami’s bare breasts, growing slightly, got Madoka instantly erect again.

“Oh wow,” Madoka whispered, as Mami moaned something incoherent. “Oh _wow_, Mami, you look so…”

Madoka couldn’t think of the right word to finish that thought. A large part of that was how aroused she was, and how hard it made it to think of that sort of thing. Madoka couldn’t tell just how big Mami’s boobs were now, but they were _big_. And attractive looking. Very, very enticing.

And they got even better as Madoka saw a speck of white appear around Mami’s nipples. Her mind _instantly_ flashed to an explanation her mother had given her while pregnant with Tatsuya about some of the secondary effects of pregnancy. Madoka swallowed and reached out with trembling hands.

Mami beat her to it. The blonde girl raised her hands to her chest, looking at her boobs with wide, amber eyes.

“How can they feel so _good_?” Mami asked, hesitating with her hands just above her boobs. “I’m not even touch-!”  
  


Mami found out just how good her breasts felt when they were touched. And the reaction she gave _instantly_ made Madoka want to touch her friend’s chest even more than she already had. The look that ran across Mami’s face, as her jaw dropped wide open, would have been good enough.

But the milk that leaked out of her nipples as Mami squeezed down on her breasts? Madoka _loved_ the sight of that. Her mouth watered and her fingers itched as she thought about how nice it would feel to get up close and personal with Mami’s boobs.

Mami’s hands fell away from her tits, and she gasped in shock. Madoka glanced down at Mami’s widely spread legs, and wasn’t at all surprised to see a lot of arousal leaking out of the older girl. The only real question now was if Mami’s new, milky boobs were as sensitive as her pussy was. Or maybe even more.

Madoka sat back on her heels, looking at Mami. She wasn’t _very_ surprised that Mami had turned into a cow girl. There was just something about Mami that led one’s thoughts to rich, creamy milk, and the peaceful lowing… okay, it was that Mami had huge boobies and a really nice, calm attitude (most of the time). That was what had made Madoka make a bet to herself about what animal Mami would turn into.

“You look really pretty, Mami,” Madoka said with a smile, running a hand up along one of Mami’s horns. It was hard and cool to the touch, just poking a few centimeters above Mami’s blonde hair. “You look really good.”  
  
“I, I,” Mami gasped, looking up at Madoka with wide, lustful eyes. “Thank you, Madoka,” she said, mostly on reflex. “But this is…” she looked down at her breasts and shivered.

“Everyone’s going to like the new you,” Madoka said enthusiastically, nodding her head. “And you know the best part?” Mami glanced up at her, as her hands hovered over her breasts. “You aren’t ever going to have to worry about hunting witches again!” Madoka smiled. “That’s all taken care of!”  
  
Of course, Mami’s cow traits weren’t ever going to go away. But a hat and a big skirt should hide all of that. Oh, and a shirt, obviously, though Mami would have been wearing one _anyway_.

“I think…” Mami said, looking down at her chest and giving herself another experimental squeeze. More milk flowed out of her nipples, and a wave of pleasure ran through her. “Ah, ha, ah, I,” Madoka waited as Mami panted and rubbed her thighs together, “I’m going to need to hear more about this, Madoka.”  
  
Madoka nodded happily. She would give Mami as much time as her friend needed. And after that? Well, maybe Mami would need help adjusting to her new body. And Madoka would _love_ to give Mami as much help as she needed, in any way whatsoever.

And if that meant having sex with her again? Then that was something Madoka was _more_ than willing to give. Over and over again, no matter how long it took or how many positions had to be tried.

Doing good _felt_ good.


End file.
